ABSTRACT Women in the criminal justice system are four-five times as likely to have cervical cancer compared to non- incarcerated women. In our previous research, we found that the most important contributor to cervical cancer risk, and perhaps lack of follow-up, is incarcerated women's low health literacy about broader reproductive health issues. Until we effectively address incarcerated women's unique reproductive health literacy needs, the cervical cancer health disparity between incarcerated and non-incarcerated women will persist. The objective of this study is to assess the effectiveness of a sexual health empowerment (SHE Project) intervention to improve cervical health knowledge, reduce barriers to screening that are related to beliefs about cervical cancer, improve self-efficacy for navigating providers and health care systems, and ultimately work towards preventing cervical cancer. This objective is responsive to PAR-10-133 in that it develops an intervention strategy to address health literacy and broader health outcomes in a vulnerable population. To meet the objectives of this study, we propose to assess the impact of a sexual health empowerment intervention (SHE Project) on cervical health knowledge, barriers to screening that are related to beliefs about cervical cancer, and self-efficacy for screening and follow-up among women leaving jail. More specifically, we will conduct a pre- and post-intervention assessment from baseline to the end of a weeklong intervention using a wait-list control design. Next, we will use a three-year observational study design employing both survey and ethnographic methods for follow-up, to understand how knowledge, beliefs, self-efficacy, and other factors change post-release cervical health prevention behaviors over time. This approach will allow us to observe the extent to which women translate, if at all, increased knowledge, reduced barriers, and increased self-efficacy into practice during clinical encounters, or if other factors explain health behaviors over time. The public health impact of this study is its potential to reduce cervical cancer morbidity and mortality for this high risk and vulnerable group of women. Our development of an effective and easily disseminated health literacy intervention that can be adapted to many health conditions and broader cancer prevention efforts in institutionalized populations (jails, prisons, community corrections, military institutions) will have an impact on public health, and also on the science of developing effective health literacy interventions.